银行贷款协议风险.ppt

企业介绍
How to Crack Bank Legal Documents
Prepared for Coca Cola’s internal legal training use only
Prepared by Shan Liu, Mannheimer Swartling ®
17 August 2009
企业介绍
Your role here, not a drafter but a “security guard”:
Read the agreement and understand
standard, financial specific agreement
follow certain style and format
identify key clauses
terms
what to watch out for
what can or cannot be negotiated
How to Crack Bank Legal Documents
What (the hell) are they talking about?
企业介绍
How to Crack Bank Legal Documents
Do you need to be a banking expert?
Commercial considerations
Business call
Terms in financial business
Facilities
Accession Letter
Current Limits Sheet
Conditions Precedent
Cash collateralization
Pari passu
GAP
Negative pledge
LIBOR
FCY facility
Get the knowledge
企业介绍
What are hidden and what are important
Terms of facilities
Indemnity clause
unconditionally, irrevocably
reasonable claims
any amount, any draft, any reason, any action
Fees and Expenses
execution of documents or facilities made irrelevant
all out of pocket expense
legal fees (negotiation, preparation, execution and or enforcement)
How to Crack Bank Legal Documents
“Pierce the language veil”
企业介绍
How to Crack Bank Legal Documents
What are hidden and what are important
(continued) Increased Costs
shift the risk of future uncertainty
Watch out for frequently appeared phrases
at its own discretion
unless otherwise specified
including but not limited to
is authorized to
without reference to or further authority from
Not see the trees for the forest
企业介绍
How to Crack Bank Legal Documents
What are mon practice in banking industry
mon sense mistakes
mon practice
market practice
special concerns
geographically specific
industrial specific
country specific
regulatory control specific
Know how much room for negotiation
企业介绍
How to Crack Bank Legal Documents
The Accession Letter
mitment
subject to further terms
termination at anytime
pliance≠ your obligation
subject to approval